SEC CODE OF CORPORATE GOVERNANCE

BOARD'S GOVERNANCE RESPONSIBILITIES

ESTABLISHING A COMPETENT BOARD

PRINCIPLE 1

competent, working Board

The company should be headed by a - to foster long-term success, competitiveness and profitability consistent with corporate objectives and the long-term best interests of shareholders and stakeholders.

collective working knowledge, experience and expertise relevant to the sector/industry; proper mix of competence; members qualified individually and collectively

The board should have -

Non-Executive Directors

Majority of BOD should be - to provide objective, independent judgment and checks and balances.

director training policy

Board Charter and Manual should contain a -

First-time director Orientation Program:

at least 8 hours; covers duties, SEC corporate governance topics, company business, Articles of Incorporation and Code of Conduct, and company/director needs.

Annual Continuing Training Program:

at least 4 hours; keeps directors informed of business and regulatory developments.

Board diversity policy

should consider age, ethnicity, culture, skills, competence and knowledge to avoid groupthink and improve decisions.

Corporate Secretary

separate from Compliance Officer; not a Board member; annual governance training; primarily responsible to corporation and stakeholders, not Chairman/President.

assists meetings;

prepares schedules/calendars/agendas;

safeguards minutes and official records;

keeps abreast of laws/regulations/governance/industry developments;

advises Board/committees;

works fairly with Board, Management and stockholders;

advises on committees;

gives meeting agenda at least 5 working days in advance;

attends meetings unless justified; administrative functions;

oversees by-laws and regulatory conformity.

Corporate Secretary duties

Compliance Officer

Senior Vice President/equivalent with authority and stature; not a Board member; annual governance training; management member in charge of compliance; primarily liable to corporation and shareholders.

onboarding directors;

monitors/reviews/evaluates compliance;

reports violations and recommends discipline;

ensures accurate regulatory submissions;

appears before SEC when summoned; collaborates on compliance issues;

identifies/resolves issues;

ensures Board/key officers attend relevant training.

Compliance Officer duties

ESTABLISHING CLEAR ROLES AND RESPONSIBILITIES

PRINCIPLE 2

ESTABLISHING CLEAR ROLES AND RESPONSIBILITIES

Fiduciary roles, responsibilities and accountabilities under law, Articles, by-laws and legal guidelines should be clear to directors, shareholders and stakeholders.

Duty of Care and Duty of Loyalty.

Directors act fully informed, in good faith, with due diligence and care, and in the company/all shareholders’ best interests. Key fiduciary duties:

board

The - oversees development/approval of business objectives and strategy and monitors implementation to sustain long-term viability and value.

Chairperson

must be competent and qualified:

strategic agendas;

accurate/timely/relevant/insightful/concise/clear information;

constructive debate;

challenges Management;

orientation/training;

annual Board performance evaluation.

competent and qualified chairperson is

Succession planning

transfers leadership to competent, qualified people and includes retirement age policy, performance evaluation and professional development.

long-term company interests and performance.

Remuneration of key officers and Board members should align with -

commensurate with responsibilities; no director participates in deciding own remuneration; payout schedules sensitive to multi-year risk outcomes.

Compensation

transparency and shareholder participation.

Formal, transparent Board nomination/election policy should encourage -

final conviction/order for any crime;

judicial declaration of insolvency

Permanent disqualification examples:

absence from more than 50% of regular and special Board meetings;

independent director beneficial equity exceeds 2% of subscribed capital stock.

Temporary disqualification examples:

group-wide RPT, unusual-transaction policy/system

The board has overall responsibility for - and - to prevent abuse and promote transparency.

Board primarily approves selection and assesses Management performance led by CEO and control functions led by CRO, Chief Compliance Officer and Chief Audit Executive; fit-and-proper standards consider integrity, technical expertise and experience.

CEO

Management performance led by

CRO

control functions led by

Chief Compliance Officer and Chief Audit Executive

fit-and-proper standards consider integrity, technical expertise and experience.

effective performance management framework.

bourd should Establish an

appropriate internal control system.

board should Oversee

define risk tolerance and oversee risk policies/procedures.

board should Oversee ERM framework

Board Charter

formalizes roles, responsibilities and accountabilities.

ESTABLISHING BOARD COMMITTEES

PRINCIPLE 3

ESTABLISHING BOARD COMMITTEES

Board committees support effective Board performance, particularly audit, risk management, RPTs, nomination, remuneration and other governance concerns. Each committee’s composition/functions/responsibilities should be in a publicly available Committee Charter.

Audit Committee

at least 3 qualified Non-Executive Directors; majority including Chairman independent. Enhances oversight of financial reporting, internal control, internal/external audit and compliance. Meets Board at least quarterly without CEO/management and periodically with head of internal audit.

Corporate Governance Committee

at least 3 members, all independent, including independent Chairman; may coexist with separate Remuneration or Nomination Committees.

Board Risk Oversight Committee

at least 3; majority independent including Chairman; Chairman cannot be Board Chairman or chair another committee; at least one member has thorough risk/risk-management knowledge and experience.

Related Party Transaction Committee:

at least 3 Non-Executive Directors; 2 independent including Chairman; reviews material RPTs.

purpose, membership, structure, operations, reporting, resources and other relevant information

All Committee Charters must state - ; include performance standards and be fully disclosed on the company website.

FOSTERING COMMITMENT

PRINCIPLE 4

FOSTERING COMMITMENT

Directors should devote sufficient time and attention to duties and become familiar with the corporation’s business.

Directors

should Attend and actively participate in Board, Committee and Shareholders’ meetings in person or through tele-/videoconferencing.

Non-Executive Directors

should serve as directors in a maximum of 5 publicly listed companies so they have time to prepare, challenge Management and oversee long-term strategy.

Directors

should notify the Board before accepting a directorship in another company.

REINFORCING BOARD INDEPENDENCE

PRINCIPLE 5

REINFORCING BOARD INDEPENDENCE

The board should exercise objective and independent judgment on corporate affairs

Independent Directors

maximum cumulative term of 9 years. Afterward permanently barred from re-election as independent in the same company, but may qualify as non-independent.

Chairman and CEO

should be separate individuals with clearly defined responsibilities to avoid abuse of power and conflict.

Lead Director

intermediary between Chairman and directors; convenes/chairs NED meetings; contributes to Chairman evaluation; leads when management has clear conflicts.

deliberations and not use position for personal/related-interest gain

Directors with material interest in a transaction must abstain from

NEDs

should periodically meet external auditors and heads of internal audit, compliance and risk without executive directors; chaired by Lead Independent Director.

ASSESSING BOARD PERFORMANCE

PRINCIPLE 6

ASSESSING BOARD PERFORMANCE

The board regularly evaluates performance and whether it has the right mix of backgrounds and competencies.

every 3 years supported by an external facilitator.

Annual self-assessment covers Board, Chairman, individual directors and committees; how often

attendance, participation in discussions and voting on material issues.

Assessment considers

STRENGTHENING BOARD ETHICS

PRINCIPLE 7

Board members

must apply high ethical standards considering all stakeholders

Code of Business Conduct and Ethics.

The board should adopt a

Code and internal policies.

The board ensures proper/efficient implementation and monitoring of the

ENHANCING COMPANY POLICIES AND PROCEDURES

PRINCIPLE 8

ENHANCING COMPANY POLICIES AND PROCEDURES

Establish practical corporate disclosure policies/procedures consistent with best practices and regulatory expectations.

comprehensive, accurate, reliable and timely, giving a fair/complete picture of financial condition, results and operations.

Disclosure should be

3 business days

Directors and officers must report dealings in company shares within .

relevant/material information

Disclose - on individual directors and key executives to evaluate experience, qualifications and conflicts.

Annual Corporate Governance Report

should clearly disclose Board/executive remuneration policies, procedures, level and mix, individually including termination and retirement provisions.

Manual on Corporate Governance

Manual on Corporate Governance should disclose policies governing RPTs and unusual/infrequent transactions; also disclosed in Annual Corporate Governance Report.

offeree Board

Full, fair, accurate and timely public disclosure of every material fact/event, especially significant asset acquisitions/disposals. The - should appoint an independent party to evaluate fairness of transaction price.

Manual on Corporate Governance.

Corporate governance policies, programs and procedures should be in the

NON-FINANCIAL & SUSTAINABILITY REPORTING

PRINCIPLE 10

NON-FINANCIAL & SUSTAINABILITY REPORTING

Disclose material and reportable non-financial and sustainability issues.

Economic, Environmental, Social and Governance (EESG)

The board should have a clear/focused policy for non-financial information, emphasizing - issues supporting sustainability.

ACCESS TO RELEVANT INFORMATION

PRINCIPLE 11

ACCESS TO RELEVANT INFORMATION

Maintain comprehensive and cost-efficient communication channels for relevant information to support informed decisions by investors, stakeholders and interested users.

ACCESS TO RELEVANT INFORMATION

Include media and analysts’ briefings to ensure timely and accurate dissemination of public, material and relevant information to shareholders/investors.

INTERNAL CONTROL & ERM

PRINCIPLE 12

INTERNAL CONTROL & ERM

Have strong/effective internal control and ERM frameworks to ensure integrity, transparency and proper governance.

INTERNAL CONTROL & ERM

Internal control/ERM should be adequate and effective considering company size, risk profile and operational complexity; supports safe/sound operations and management policies/goals.

Independent internal audit

provides independent/objective assurance and consulting to add value and improve operations; systematic approach to governance, risk management and controls.

independent risk-based assurance to Board/Audit Committee/Management;

regular/special audits per annual plan/risk assessment;

governance/control consulting;

compliance audits of laws/rules/regulations/contracts/commitments;

reviews efficiency/effectiveness of controls;

evaluates operations/programs against objectives/plans;

evaluates specific operations at Board/Management request;

monitors/evaluates governance processes.

Internal Audit functions

Qualified Chief Audit Executive (CAE)

subject to size/risk/complexity, appointed by Board; oversees internal audit activity.

review Internal Audit Charter and present for approval;

establish risk-based audit plan/policies/procedures;

communicate plans, resources, resource limitations and significant changes to senior management and Audit Committee.

CAE duties

CAE duties

Separate risk management function, subject to size/risk/complexity, identifies, assesses and monitors key risk exposures.

define strategy;

identify/analyze EESG and strategic risks;

evaluate/categorize risks;

maintain risk register with defined/prioritized/residual risks;

develop mitigation plans;

report significant strategic/compliance/operational/financial/reputational risks, control issues and mitigation plans to Board Risk Oversight Committee;

monitor/evaluate risk processes.

Risk activities

Chief Risk Officer (CRO)

is the ultimate ERM champion and needs authority, stature, resources and support.

supervise ERM development/implementation/maintenance/continuous improvement;

communicate top risks and strategy/action-plan status to Board Risk Oversight Committee;

collaborate with CEO in updates/recommendations to the Committee.

CRO duties

PROMOTING SHAREHOLDER RIGHTS

PRINCIPLE 13

PROMOTING SHAREHOLDER RIGHTS

Treat shareholders fairly/equitably; recognize, protect and facilitate their rights.

Manual on Corporate Governance and company website

Basic rights must be disclosed in .

pre-emptive rights;

dividend policies;

right to propose meetings and agenda items before Annual/Special Meetings;

right to nominate Board candidates;

nomination process;

voting procedures for Annual/Special Meetings.

Shareholders’ Rights include:

28 days before meeting.

Annual/Special Meeting notice with sufficient/relevant information should be sent at least

next working day, within 5 business days

Vote results from the latest Annual/Special Meeting should be public by -. Minutes should be on the website - after the meeting.

voting and tabulation procedures;

shareholder questions and answers;

matters discussed/resolutions;

vote results for each agenda item;

directors/officers/shareholders attending;

significant dissenting opinions.

Minutes should include

Manual

Shareholders may choose an alternative dispute mechanism for amicable/effective intra-corporate disputes; include it in .

Investor Relations Office (IRO)

Establish - for constant shareholder engagement; IRO present at every shareholders’ meeting.

STAKEHOLDER RIGHTS & REDRESS

PRINCIPLE 14

STAKEHOLDER RIGHTS & REDRESS

Respect stakeholder rights established by law, contracts and voluntary commitments; provide opportunity for prompt/effective redress when rights/interests are violated.

STAKEHOLDER RIGHTS & REDRESS

The board identifies stakeholders and promotes cooperation to create wealth, growth and sustainability.

STAKEHOLDER RIGHTS & REDRESS

Establish clear policies/programs for fair treatment and protection of stakeholders.

STAKEHOLDER RIGHTS & REDRESS

Establish a transparent framework/process allowing stakeholders to communicate and obtain redress.